SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54542
XTREME HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
BLUEWOOD ACQUISITION CORPORATION
(Former Name of Registrant)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4438 Vandever Avenue
San Diego, California 92120
(Address of Principal Executive Offices)(Zip Code)
619-822-2674
(Registrant's Telephone Number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2012
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2012 (unaudited) and
December 31, 2011 2
Statements of Operations for the Three Months Ended
March 31, 2011 and for the Period from September 21, 2011
(Inception) to March 31, 2012 (unaudited) 3
Statements of Cash Flows for the Three Months Ended
March 31, 2012 and for the Period from September 21, 2011
(Inception) to March 31, 2012 (unaudited) 4
Notes to Financial Statements (unaudited) 5-8
XTREME HEALTHCARE CORPORATION
(formerly BLUEWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2012 2011
---------- ------------
(Unaudited)
Current Assets
Cash $ 2,000 $ 2,000
-------- ---------
TOTAL ASSETS $ 2,000 $ 2,000
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ - $ 400
--------- ----------
Total liabilities 400
--------- ----------
Stockholders' Equity
Preferred stock, $0.0001 par value
20,000,000 shares authorized;
none issued and outstanding - -
Common Stock, $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding 2,000 2,000
Additional paid-in capital 2,093 943
Accumulated deficit (2,093) (1,343)
--------- ---------
Total stockholders' equity 2,000 1,600
--------- ---------
TOTAL LIABLILITIES AND
STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
The accompanying notes are an integral part of these financial statements.
2
XTREME HEALTHCARE CORPORATION
(formerly BLUEWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
For the three For the period
months ended from September 21,
March 31, 2011 (Inception)
2012 to March 31, 2012
------------- ---------------
<c> <c>
Revenues $ - $ -
Cost of revenues - -
------------- --------------
Gross profit - -
------------- --------------
Operating expenses 750 2,093
------------- --------------
Net loss $ (750) $ (2,093)
============= ==============
Loss per share - basic and diluted $ -
=============
Weighted average shares - 20,000,000
basic and diluted =============
The accompanying notes are an integral part of these financial statements.
3
XTREME HEALTHCARE CORPORATION
(formerly BLUEWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the Period from
three months September 21, 2011
ended March 31, (Inception) to
2012 March 31, 2012
-------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (750) $ (2,093)
Changes in assets and liabilities
Accrued liabilities (400) -
------------ ------------
Net cash used in operating activities (1,150) (2,093)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' additional
paid-in capital 1,150 2,093
------------ ------------
Net cash provided by financing activities 1,150 4,093
------------ ------------
Net increase in cash - 2,000
Cash at beginning of period 2,000 -
------------ ------------
Cash at end of period $ 2,000 $ 2,000
============ ============
The accompanying notes are an integral part of these financial statements.
4
XTREME HEALTHCARE CORPORATION
(formerly BLUEWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Xtreme Healthcare Corporatio (formerly Bluewood Acquisition Corporation)
("Xtreme Healthcare" or "the Company") was incorporated on September 21,
2011 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions. Xtreme Healthcare has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders. Xtreme Healthcare will attempt to
locate and negotiate with a business entity for the combination of that
target company with Xtreme Healthcare. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that Xtreme
Healthcare will be successful in locating or negotiating with any
target company. Xtreme Healthcare has been formed to provide a method
for a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange
Act of 1934.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial information. Accordingly, they do
not include all of the information and notes required by U.S. GAAP for
complete financial statements. The accompanying unaudited financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our results
of operations, financial position and cash flows. The operating results for
interim periods are not necessarily indicative of results that may be
expected for any other interim period or for the full year. These unaudited
financial statements should be read in conjunction with the financial
statements and notes thereto included in our Annual Report on Form 10-K
for the year ended December 31, 2011 (2011 Form 10-K) as filed with the
SEC.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of March 31,
2012 and December 31, 2011.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
5
XTREME HEALTHCARE CORPORATION
(formerly BLUEWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of March 31, 2012 and December 31, 2011, there are no outstanding
dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at fair
value in the financial statements on a recurring basis. Additionally, the
Company adopted guidance for fair value measurement related to nonfinancial
items that are recognized and disclosed at fair value in the financial
statements on a nonrecurring basis. The guidance establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability
to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $2,093 as of March 31, 2012. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.
6
XTREME HEALTHCARE CORPORATION
(formerly BLUEWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Tiber Creek Corporation, a company affiliated with management, will pay
all expenses incurred by the Company until a business combination is
effected, without repayment. There is no assurance that the Company will
ever be profitable. The financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities
that may result should the Company be unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair Value
Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of fair
value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments include
those that clarify the FASB's intent about the application of existing
fair value measurement and disclosure requirements, as well as those that
change a particular principle or requirement for measuring fair value or
for disclosing information about fair value measurements. This update is
effective for annual and interim periods beginning after December 15, 2011.
The adoption of this ASU did not have a material impact on the Company's
financial statements.
NOTE 4 STOCKHOLDER'S EQUITY
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock.
On September 21, 2011, the Company issued 20,000,000 shares of its
common stock to two directors and officers for $2,000 in cash.
As of March 31, 2012, 20,000,000 shares of common stock and no preferred
stock were issued and outstanding.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
May 15, 2012, the date the financial statements issued, and identified
the following events or transactions that required recognition or
disclosure:
On April 30, 2012, the company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of outstanding stock at a redemption
price of $.0001 per share for an aggregate redemption price of $1,950.
The then current officers and directors resigned.
New officer(s) and director(s) were appointed and elected
On May 1, 2012, the Company issued 1,000,000 shares of its common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Xtreme Healthcare was incorporated on September 21, 2011 under the
laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. Xtreme
Healthcare has been in the developmental stage since inception. Xtreme
Healthcare was formed to provide a method for a foreign or domestic private
company to become a reporting company with a class of securities registered
under the Securities Exchange Act of 1934.
Subsequent to the period covered by this Report, the Company
entered into an agreement to effect a change in control of the Company.
On April 30, 2012, the following events occurred which resulted in a
change of control of the Company:
The Company redeemed an aggregate of 19,500,000 of the then 20,000,000
shares of outstanding stock at a redemption price of $.0001 per share
for an aggregate redemption price of $1,950.
James M. Cassidy resigned as the Company' president, secretary and
director.
James McKillop resigned as the Company's vice president and director.
Souheil Jawad was elected as the sole director of the Company.
Souheil Jawad was appointed President, Secretary and Treasurer.
On May 1, 2012, the Company issued 1,000,000 shares of its common stock.
The Company anticipates that it will acquire the assets of an on-
going ambulance company that is currently owned and operated by Souheil
Jawad, the president of the Company subsequent to the period covered by
this Report. The target must obtain audited financial statements before
the business combination can be effected. The target company is based
in San Diego, California, and has been in operation since 2010. It operates
five type II ambulances, one type III ambulance and two wheelchair vans and
is licensed through the San Diego County Emergency Medical Services and The
Califronia Highway Patrol as a ground ambulance service. The target company
also employs two paramedics, twenty EMTs, three RNs, and twelve support staff,
including dispatchers, marketers, billers and others. The target company
offers services for: critical care transport, basic life support,
non-emergency transportation, wheelchair transportation and event standby
services. Its customers include government agencies, hospitals, skilled
nursing facilities, healthcare facilities, dialysis centers, hospice
agencies and home health agencies. The Company has not entered into any
final agreement with this potential target company.
The former president of the Company (Bluewood Acquisition Corporation)
is the president, director and shareholder of Tiber Creek Corporation.
Tiber Creek Corporation assists companies in becoming public reporting
companies and with introductions to the financial community. In order to
become a trading company, Tiber Creek Corporation may recommend that a
company file a registration statement, most likely on Form S-1, following
a business combination.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
As of March 31, 2012, the COmpany had not generated revenues and had
no income or cash flows from operations since inception. The continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing to
continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with Xtreme Healthcare.
Tiber Creek Corporation paid all expenses incurred by the Company
until a change in control was effected, without repayment.
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair Value
Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of fair
value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments include
those that clarify the FASB's intent about the application of existing
fair value measurement and disclosure requirements, as well as those that
change a particular principle or requirement for measuring fair value or
for disclosing information about fair value measurements. This update is
effective for annual and interim periods beginning after December 15, 2011.
The adoption of this ASU did not have a material impact on our financial
statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's then principal executive officer (who was
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000:
In 2011, Xtreme Healthcare issued the following shares
of its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
of which 9,750,000 were redeemed April 30, 2012
MB Americus LLC 10,000,000 $1,000
of which 9,750,000 were redeemed April 30, 2012
On May 1, 2012, Xtreme Healthcare issued the following shares of
its common stock:
Souheil Jawad 1,000,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Subsequent to the period covered by this Report, on April 30, 2012,
the shareholders of the Corporation and the Board of Directors unanimously
approved the change of the Registrant's name to Xtreme Healthcare
Corporation and filed such change with the State of Delaware.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
XTREME HEALTHCARE CORPORATION
Formerly, and during the period covered
by this report:
BLUEWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
during the period covered by
this Report
Dated: May 15, 2012